WebNEED End-User License Agreement
Last Updated: October 16, 2025
This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being “Customer” or “Merchant”) and KIRPA TECH INC (“WebNEED” Developer / App Provider). This Agreement is solely between Merchant and WebNEED/App Provider, and governs your use of WebNEED's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the App). Review this Agreement completely.Merchant agree to be bound by the terms of this Agreement when you click “Accept” or otherwise download, install, copy, or use the App, and must accept this Agreement before doing so.If you do not agree to the terms of this Agreement, you must click “Decline” and must not download, install, copy or use the App.
The App
Description
The App enables seamless integration between your Clover POS system and WebNeed's ecommerce environment, allowing real-time synchronization of inventory, product data, and sales transactions across both platforms.
License Grant
WebNEED grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to WebNEED's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. WebNEED reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.
Updates and Maintenance
The App may update automatically from time-to-time, and you may be required to accept these updates to continue using the App. WebNEED may perform maintenance on the App, which may result in service interruptions or delays from time to time. WebNEED may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.
Fees
At this time, WebNEED does not charge any fees for use of the WebNEED Connect App.
WebNEED reserves the right to introduce fees, subscription plans, or other charges for the App in the future. If fees are introduced, WebNEED will provide Merchant with prior written notice through the Clover App Market, the App interface, or other reasonable means, and continued use of the App after such notice will constitute acceptance of the applicable fees.
No fees will be charged without such notice.
Future Fees
If WebNEED introduces fees for the App, such fees will apply only prospectively and will not apply retroactively to any prior period of use.
Term
This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement's Term).
Suspension and Termination
Suspension or Termination by WebNEED
WebNEED may suspend or terminate Merchant's access to the App at any time if: (a) Merchant breaches this Agreement; (b) Merchant uses the App in a fraudulent, illegal, or unauthorized manner; (c) Required access to the Clover platform is suspended or terminated; (d) Continued operation of the App becomes commercially or technically impractical.
Termination by Merchant
Merchant may terminate use of the App at any time by uninstalling the WebNEED Connect App from the Merchant's Clover account through the Clover App Market.
Because the App is currently provided at no charge, no refunds or outstanding payment obligations apply upon termination.
Confidentiality, Data, and Ideas
Confidential Information
Neither of us will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.
Permitted Disclosures
Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.
Data Usage
WebNEED may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information WebNEED collects about you or your consumers is subject to WebNEED's privacy policy, which is accessible at Privacy Policy.
Ideas
You may provide, or WebNEED may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) WebNEED has no obligation to notify or compensate you in connection with their disclosure or use. You release WebNEED from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.
Account
You will be required to register for an account with WebNEED to use the App. You will provide us with accurate information when setting-up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify WebNEED if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).
Risk Allocation
Disclaimer of Warranties
The App is provided to you “as-is” and “as-available.” You are solely responsible for determining if the App meets your needs.WebNEED disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.WebNEED is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.
Indemnification
You will indemnify WebNEED, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. WebNEED may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without WebNEED's written consent.
Limitation of Liability
To the extent permitted by applicable law, WebNEED will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.
Aggregate Liability
WebNEED's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to WebNEED during the 3 months prior to a Loss.
Communications
You authorized WebNEED to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by you communications provider for phone, text, or email communications that WebNEED sends to you.
Compliance with privacy laws
The WebNEED makes the following additional commitments, representations, and warranties to Merchant:
Data Processing
The WebNEED will only process Merchant Data and Personal Information on behalf of, and as Service Provider of, the Merchant, and not collect, retain, use, or disclose that data for any purpose other than to perform the WebNEED's obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, "Privacy Laws"). In no event will the WebNEED "sell" (as defined by Privacy Laws) any such personal information.
No Commercial Use
The WebNEED will not collect, use, retain, disclose, sell, or otherwise make Merchant Data or Personal Information available for WebNEED's own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.
Data Minimization
WebNEED will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose.
Data subject rights - assistance with requests
Cooperation
WebNEED will reasonably cooperate and assist Merchant with meeting Merchant's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of WebNEED's processing, and the information available to WebNEED. WebNEED will make available to Merchant, in a manner consistent with the functionality of the Service and WebNEED's role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.
Requests Handling
If WebNEED receives a request from Merchant's data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, WebNEED will redirect the data subject to make its request directly to Merchant. Merchant will be responsible for responding to any such request including, where possible, by using the functionality of the Services. WebNEED shall comply with reasonable requests by Merchant to assist with Merchant's response to such a data subject request.
Notifications
WebNEED must notify the Merchant immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party's compliance with Privacy Laws relating to provisioning of the Services.
General
Authority
You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
Modifications
WebNEED may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.
Compliance
Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties' intellectual property rights.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Waco, Texas. Both of us waive our rights to a trial by jury in connection with this Agreement.
Entire Agreement
This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. WebNEED is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
Assignment
You may not assign this Agreement without WebNEED's written consent, which assignment is voidable by the WebNEED; however, WebNEED may assign this Agreement without notice to you or your consent.
Contact Information
You may contact WebNEED at:
www.WebNEED.com | Email: support@WebNEED.com | Phone Number: +1 (210) 463-5108